BACKGROUNDStock Purchase Agreement • November 18th, 1998 • Global Spill Management Inc /Nv/ • Hazardous waste management
PURCHASE AGREEMENT NUMBER 98 QMBW 366196 UK between BRITTEN-NORMAN LIMITED andPurchase Agreement • June 18th, 1999 • Biofarm Inc • Hazardous waste management
BACKGROUNDExchange Agreement • January 27th, 2003 • Biofarm Inc • Non-operating establishments • New York
1 THIS AGREEMENT is made the 23 day of April 1999. 1 PARTIES 1.1 Alterproof Ltd. whose registered office is at 22/23 Widegate Street, London, E1 7HX ("the Company") 1.2 Burlington Chamber and James Ltd whose registered office is at Salisbury House, 31...Agreement • May 14th, 1999 • Biofarm Inc • Hazardous waste management • England and Wales
SHARE EXCHANGE AGREEMENT BY AND AMONG BIOFARM, INC.Share Exchange Agreement • December 16th, 2004 • Biofarm Inc • Non-operating establishments • California
LICENSE AGREEMENT AGREEMENT, dated as of October 31, 2002 (this "Agreement"), is made by and between United Currency Group, Inc., a New York corporation ("UCG") and Biofarm, Inc., a Nevada corporation ("Biofarm"). W I T N E S S E T H: WHEREAS, Biofarm...License Agreement • November 15th, 2002 • Biofarm Inc • Non-operating establishments • New York
TRUST AGREEMENT OF OCWEN CORP.Trust Agreement • February 14th, 2005 • Biofarm Inc • Non-operating establishments • Nevada
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 26th, 2006 • Friendlyway CORP • Non-operating establishments • New York
This Registration Rights Agreement (this "Agreement") is made and entered into as of July 19, 2006, by and between FRIENDLYWAY CORPORATION, a Nevada corporation (the "Company"), SLOAN SECURITIES CORP. (“Placement Agent”) and certain accredited investors purchasing the securities offered in private placement by the Company. Such investors are each referred to herein as a “Purchaser” and collectively as the "Purchasers".
AGREEMENT ---------Closing Agreement • December 16th, 2004 • Biofarm Inc • Non-operating establishments • California
AGREEMENTAgreement • November 18th, 1998 • Global Spill Management Inc /Nv/ • Hazardous waste management • New York
AGREEMENT, made and effective this ___ day of October, 1998, by and between GLOBAL SPILL MANAGEMENT, INC., a Nevada corporation ("Global") and SUISSE CAPITAL COMPLEX, INC., a _____ corporation ("Suisse").
RESCISSION AGREEMENT THIS RESCISSION AGREEMENT (the "Agreement"), effective as of the 31st day of October, 1999, is entered into by and among Litchfield Continental, Ltd., a British Virgin Islands corporation ("Litchfield"), Biofarm, Inc., a Nevada...Rescission Agreement • November 12th, 1999 • Biofarm Inc • Hazardous waste management • New York
BACKGROUNDStock Purchase Agreement • November 18th, 1998 • Global Spill Management Inc /Nv/ • Hazardous waste management • New York
INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • June 6th, 2012 • Coupon Express, Inc. • Services-business services, nec • New York
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of the 24th day of October, 2011 and as amended as of May 31, 2012 with the consent of the Investors, by and among COUPON EXPRESS, INC., a Nevada corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor,” have purchased Cumulative Convertible Senior Notes (“Senior Notes”) and Warrants (“Warrants”) of the Company.
ContractSecurity Agreement • June 6th, 2012 • Coupon Express, Inc. • Services-business services, nec • New York
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”’), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
WARRANT TO PURCHASE 2,500,000 SHARES COMMON STOCK OF PSI CORPORATION, A NEVADA CORPORATION PSI CORPORATION Warrant to Purchase Common StockFriendlyway CORP • November 9th, 2006 • Non-operating establishments
This certifies that, for value received, Lazarus Investment Partners LLLP, a Delaware limited liability limited partnership, the registered holder hereof or its assigns (the “Warrantholder”) is entitled to purchase from PSI Corporation f/d/b/a/ friendlyway Corporation, a Nevada corporation (the “Company”), at any time before 5:00 p.m., Colorado time, on October 10, 2011 (the “Expiration Date”) at the purchase price of $.20 per share of Common Stock (the “Warrant Exercise Price”), up to 2,500,000 shares of Common Stock of the Company (the “Common Stock”). The Warrant Exercise Price and number of shares of Common Stock purchasable upon exercise of this Warrant shall be subject to adjustment from time to time as provided herein. This Warrant was issued pursuant to the terms of a Purchase Agreement (“Purchase Agreement”; all terms defined in the Purchase Agreement to have the same meanings herein) dated the date hereof between the Company and the initial Warrantholder and is subject to, an
EMPLOYMENT AGREEMENTEmployment Agreement • October 10th, 2006 • Friendlyway CORP • Non-operating establishments • Colorado
THIS EMPLOYMENT AGREEMENT ("Agreement") is made by and between Friendlyway Corp., a duly organized Nevada corporation (“Employer”), and Adam Self, a resident of the State of California (“Employee”).
CUMULATIVE CONVERTIBLE SENIOR NOTE AND WARRANT PURCHASE AGREEMENTAnd Warrant Purchase Agreement • June 6th, 2012 • Coupon Express, Inc. • Services-business services, nec • New York
THIS CUMULATIVE CONVERTIBLE SENIOR NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is made as of the 24th day of October, 2011 and as amended as of May 31, 2012 with the consent of the Purchasers, by and among COUPON EXPRESS, INC., a Nevada corporation (the “ Company”), and the investors listed on Schedule A attached to this Agreement as amended from time to time (each a “Purchaser ” and together the “Purchasers”).
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • June 6th, 2012 • Coupon Express, Inc. • Services-business services, nec • New York
This AMENDED AND RESTATED SECURITY AGREEMENT, dated as of May 31, 2012 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), made by and among Coupon Express, Inc., a Nevada corporation (the “Grantor”), in favor of the Lead Purchaser, as collateral agent for the Purchasers (each a “Secured Party”, and collectively, the “Secured Parties”) under the Cumulative Convertible Senior Note and Warrant Purchase Agreement dated October 24, 2011 (the “2011 Purchase Agreement”) and the Cumulative Convertible Senior Note and Warrant Purchase Agreement dated May 31, 2012 (the “2012 Purchase Agreement”, and together with the 2011 Purchase Agreement, the “Purchase Agreements”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the 2012 Purchase Agreement.
INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • June 6th, 2012 • Coupon Express, Inc. • Services-business services, nec • New York
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of the 31st day of May, 2012, by and among COUPON EXPRESS, INC., a Nevada corporation (the “Company”) and each of the investors listed on Schedule A hereto (the “Investors”) who have purchased Cumulative Convertible Senior Notes (“Senior Notes”) and Warrants (“Warrants”) of the Company.
ContractCoupon Express, Inc. • January 3rd, 2013 • Services-business services, nec • Nevada
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO COUPON EXPRESS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
ESCROW AGREEMENTEscrow Agreement • May 3rd, 2006 • Friendlyway CORP • Non-operating establishments • Nevada
THIS ESCROW AGREEMENT (the “Agreement”) is made and entered into as of the 27th day of April, 2006, by and among Kenneth J. Upcraft (the “Stockholder”), friendlyway Corporation, a Nevada corporation (“FDWY”), and Law Offices of Michael H. Hoffman, P.A., as escrow agent (the “Escrow Agent”).
PURCHASE AGREEMENTPurchase Agreement • November 9th, 2006 • Friendlyway CORP • Non-operating establishments • Colorado
THIS AGREEMENT is made as of the 17th day of October, 2006, by and between PSI Corporation (the “Company”), a corporation organized under the laws of the State of Nevada, with its principal offices at 7222 Commerce Center Drive, Suite 240, Colorado Springs, Colorado 80919, and Lazarus Investment Partners LLLP, a Delaware limited liability limited partnership, with its principal offices at 2401 East Second Avenue, Suite 400, Denver, Colorado 80206 (the “Purchaser”).
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement and Release • November 22nd, 2006 • Friendlyway CORP • Non-operating establishments • New Jersey
Captive Audience, LLC, and its past, present and future officers, directors, members, parents, subsidiaries, affiliates, predecessors in interest and employees (hereinafter “Captive”) and PSI, Inc. (formerly known as Friendlyway, Inc.), and its past, present and future officers, directors, members, parents, subsidiaries, affiliates, predecessors in interest and employees (hereinafter “PSI”) have reached the following agreement as of November 13, 2006 (the “Settlement Agreement”).
CUMULATIVE CONVERTIBLE SENIOR NOTE AND WARRANT PURCHASE AGREEMENTSenior Note and Warrant Purchase Agreement • June 6th, 2012 • Coupon Express, Inc. • Services-business services, nec • New York
THIS CUMULATIVE CONVERTIBLE SENIOR NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is made as of the 31st day of May, 2012 by and among COUPON EXPRESS, INC., a Nevada corporation (the “Company”), and the investors listed on Schedule A attached to this Agreement as amended from time to time (each a “Purchaser” and together the “Purchasers”).
CONSULTING AGREEMENTConsulting Agreement • May 20th, 2013 • Coupon Express, Inc. • Services-business services, nec • New York
This CONSULTING AGREEMENT (this “Agreement”), dated as of May 14, 2013, is among COUPON EXPRESS, INC., a Nevada corporation (the “Company”), ALPHA KASH LLC (“Consultant”), a New York limited liability company wholly-owned and controlled by Eric Kash (“Kash”), Kash, solely for purposes of certain agreements and acknowledgments, and NEXTLEVEL VIII, LLC, a Delaware limited liability company (“NextLevel”), solely for purposes of Section 9(c) of this Agreement.
SHARE EXCHANGE AGREEMENT BY AND AMONG FRIENDLYWAY CORPORATION AND PANTEL SYSTEMS, INC. AND ITS SOLE STOCKHOLDER KENNETH J. UPCRAFT APRIL 27, 2006Share Exchange Agreement • May 3rd, 2006 • Friendlyway CORP • Non-operating establishments • Nevada
THIS SHARE EXCHANGE AGREEMENT (this “Agreement”) is made on the 27th of April, 2006, by and among FRIENDLYWAY CORPORATION, a Nevada Corporation (“FDWY”), and PANTEL SYSTEMS, INC., a Nevada corporation (“PANTEL”), and Kenneth J. Upcraft (the “Stockholder”).
FRIENDLYWAY CORPORATION AND CERTAIN OF ITS SUBSIDIARIES FORM OF NOTE SECURITY AGREEMENTFriendlyway Corporation And • July 26th, 2006 • Friendlyway CORP • Non-operating establishments • New York
Exhibit 3 ESCROW AGREEMENTExhibit 3 Escrow Agreement • November 18th, 1998 • Global Spill Management Inc /Nv/ • Hazardous waste management • New York
Series D Bridge Note Purchase AgreementSeries D Bridge Note Purchase Agreement • April 16th, 2007 • Psi Corp • Non-operating establishments • New York
THIS SERIES D Bridge Note Purchase Agreement (the “Agreement”) is made as of the n day of n by and among Pantel Systems, Inc., a Nevada corporation (the “Company”), and the undersigned Purchaser (individually the “Purchaser” and together the “Purchasers”) .
ASSIGNMENTGlobal Spill Management Inc /Nv/ • November 18th, 1998 • Hazardous waste management
FOR VALUE RECEIVED, the undersigned hereby assigns, transfers, sells and sets over unto Global Spill Management, Inc. ("Buyer") all of the undersigned's right, title and interest in all proceeds of all litigation described in Paragraph 13 of a certain Asset Purchase Agreement dated April 1, 1998, as amended, by and among the undersigned, Buyer and Litchfield Continental, Ltd.
ASSET PURSCHASE AGREEMENTAssignment and Assumption Agreement • August 25th, 2006 • Friendlyway CORP • Non-operating establishments • Nevada
AGREEMENT dated as of August 22,, 2006, by and between friendlyway Inc., a Nevada based publicly traded company with offices at 1255 Battery St. Suite 200, San Francisco, CA 94111, hereinafter referred to as “friendlyway” and Ignition Media Group., Inc.., a wholly owned subsidiary of friendlyway Inc, with offices at 7222 Commerce Center Drive, Suite 240, Colorado Springs, CO 80919 hereinafter referred to as “IMG” and collectively with friendlyway referred to as “Buyer”, and Captive Audience, LLC, a limited liability company, hereinafter referred to as (“Seller”) with offices at 1 Industrial Drive, Vernon, NJ 07462.
RECITALSSeparation, Transfer and Distribution Agreement • February 14th, 2005 • Biofarm Inc • Non-operating establishments • Nevada
EMPLOYMENT AGREEMENTEmployment Agreement • May 3rd, 2006 • Friendlyway CORP • Non-operating establishments • Colorado
THIS EMPLOYMENT AGREEMENT ("Agreement") is made by and between friendlyway Corporation, a duly organized Nevada corporation (“Employer”), and Kenneth J. Upcraft, a resident of the State of Colorado (“Employee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 26th, 2006 • Friendlyway CORP • Non-operating establishments • New York
THIS SECURITIES PURCHASE AGREEMENT (this "Agreement") is made and entered into as of June 14, 2006, by and among friendlyway Corporation, a Nevada corporation (the "Company"), and the purchasers listed on the Schedule of Purchasers attached hereto (each a “Purchaser” and collectively, the “Purchasers”).
SUBORDINATION AGREEMENTSubordination Agreement • November 1st, 2011 • Psi Corp • Services-business services, nec
THIS SUBORDINATION AGREEMENT is made and entered into as of the _____ day of ____________, 2011, by and between PSI Corporation, a Nevada corporation (“Borrower”) and _____________________ (“Creditor”).
